The authors of this piece highlight three key approaches to averting a broad range of potential issues that often result in post-close disputes; the consistent application of an acceptable accounting methodology, specific example calculations, and dispute resolution process. 

These specific steps can be used to align deal teams and counsel on the potential pitfalls between the intended language in a sale and purchase agreement and the financial implications associated with...

In this conversation with publisher William Jefferson Black, Svetlana explains the importance of the soft side of deal negotiations. She said, “For private company acquisitions, we find that it’s probably 70 percent price and 30 percent those intangibles including the culture, the people, and the legacy" 

This extensive discussion covers the role of M&A in the corporate strategy and offers unique some insights on...

A recent Delaware Court of Chancery ruling denied the target CEO’s motion to dismiss claims that he breached his fiduciary duties by “steer[ing]” the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, while knowing that his job was in jeopardy if the target remained independent.

The study of this case is instructive as the authors explain the court's guidance on disclosures related to.....

This session at addressed the give-and-take between buyers and sellers in negotiating key provisions in M&A deals. The participants from Freshfields Bruckhaus Deringer, Linden Capital-backed Young Innovations, W.W. Grainger, and Aon considered recent changes in the tax code and the impact on the forms of consideration.

The discussion looked at the use of indemnification “baskets” and “caps,” and the use of escrow as vis-a-vis insurance.  This lively session also covered various approaches for matching periods and topping bids given... 

Mercer’s annual research report on people risks in M&A transactions provides an in-depth view of the human capital issues buyers and sellers are facing. 

In addition, this report identifies practical solutions and strategies organizations are deploying to effectively hedge these risks and drive deal value. 

Among the broad trends identified was that, more than ever, the challenge of... 

This discussion explored and debated M&A strategy theories and provided a look at the most pragmatic frameworks that can be used to analyze and validate an investment thesis for inorganic growth. 

Participants from Sheppard Mullin, Cargill, Echo Global Logistics, and a board member at Briggs & Stratton, Nordson and Itron, discussed the use and structure of minority investments, joint ventures, corporate venture investments and...

Special purpose acquisition companies, or SPACs, also referred to as “blank check” companies or “cash shells,” are companies that are incorporated for the purpose of making one or more strategic acquisitions. 

A SPAC’s management team will identify attractive targets for acquisition or merger, generally within 18-24 months of its IPO. Each SPAC has its own investment criteria and focus, such as....

In this edition of the M&A Methods video interview series, publisher William Jefferson Black sits down with Tom McGee to discuss changes in the corporate development practice and innovation in M&A.

The conversation covered valuation modeling and diligence, paired with instinct and custom research to find optimal deals for RPM.  Tom also addressed the importance of... 

A record number of friendly deals, valued at ~$568B in 2016, were withdrawn or terminated, many due to regulatory issues. Since then antitrust review has continued to be intense, including reaffirming strong preference for structural remedies. What can we learn from recent transaction reviews?

This fireside chat explored the shifting environment for getting...

The Delaware Chancery Court issued a rare finding that a Material Adverse Effect (MAE) existed that justified termination of a merger agreement. 

Cautioning that there is no bright-line test to determine when an MAE exists, the court applied ordinary contract interpretation principles to a heavily negotiated merger agreement and a complex set of...